REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent, jointly and severally, represent and warrant to the Seller Entities as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and the Parent jointly and severally represent and warrant to the Securityholder (and acknowledge that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below:
(a) The Purchaser is a corporation duly incorporated and validly existing under the laws of Ontario, Canada and has all necessary corporate power, authority and capacity to enter into this Agreement. The execution and delivery of this Agreement and the performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(b) None of the execution and delivery by the Purchaser of this Agreement or the compliance by the Purchaser with the Purchaser's obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Purchaser; (ii) any contract to which the Purchaser is a party or by which the Purchaser is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws.
(c) No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the consummation by the Purchaser of the Arrangement, other than those which are contemplated by the Arrangement Agreement.
(d) There is no proceeding, claim or investigation pending before any Governmental Entity, or to the best of the knowledge of the Purchaser, threatened against the Purchaser or any of its properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Purchaser's ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agr...
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent jointly and severally hereby represent and warrant to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Parent and the Purchaser hereby jointly and severally represent and warrant (such representations and warranties being deemed repeated at and as of any Closing hereunder) to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. I. Representations and Warranties of the Purchaser and Parent: The Purchaser and Parent hereby represent and warrant as of the date hereof and as of the Closing Date to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and the Parent, jointly and severally, hereby represent and warrant to the Seller that the following are true, correct and complete as of the Closing hereof regardless of what investigations, if any, the Seller shall have made prior hereto:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent jointly and severally hereby represent and warrant as of the date hereof to the Sellers and the Selling Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Each of the Purchaser and Parent, as applicable, represents and warrants to the Company and the Sellers as of the date hereof and as of the Closing that:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. Each of Purchaser and Parent hereby severally makes the following representations and warranties to the Sellers, with respect to itself, subject to the exceptions disclosed in the Disclosure Schedules accompanying this Agreement, as of the date of this Agreement and (except where a representation or warranty is made herein as of a specified date) as of the Closing Date, as though made on the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The Purchaser and Parent solidarily represent and warrant to the Vendors as follows, and acknowledge and confirm that the Vendors are relying on the representations and warranties contained herein in connection with the sale of by the Vendors of the Shares and the issuance by Parent of the Consideration Shares:
(a) The Parent is a corporation duly incorporated, organized and subsisting in good standing under the laws of The Commonwealth of Massachusetts; and the Purchaser is a corporation duly incorporated, organized and subsisting in good standing under the laws of the Province of British Columbia, Canada. The Purchaser is a wholly-owned subsidiary of Parent;
(b) Each of the Parent and the Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by it hereunder;
(c) The authorized capital stock of Parent consists of 1,000,000 shares of preferred stock, $.01 par value per share, 300,000,000 shares of common stock, $.01 par value per share, of which 162,229,475 shares of common stock are the only issued and outstanding shares of the capital stock of Parent as of February 24, 2009;
(d) At the Time of Closing, all necessary corporate action will have been taken by Parent to validly create and issue the Consideration Shares and to register such shares with Parent’s transfer agent in the names of the Vendors, the ViroChem Employees and the ESOP Holders;
(e) When issued in accordance with this Agreement, the Consideration Shares will be validly issued, fully paid and non-assessable and, subject to Section 2.03(1) and the Holdback Escrow Agreement or the Escrow Agreement, issued in the name of the applicable Vendor, ViroChem Employee and ESOP Holder;
(f) Upon effectiveness of the Shelf Registration Statement, the Consideration Shares registered thereby will be freely tradable in the United States without restrictions on transfer and will not be subject to any hold period or escrow conditions except as provided in the Registration Rights Agreement, the Holdback Escrow Agreement and the Escrow Agreement;
(g) Parent has filed or furnished to the SEC all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished, as applicable, by it with the SEC since January 1, 2008 (the “SEC Reports”). All reports and disclosure documents filed by Parent with the SEC, as of their respective ...
